Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-254615
The information in this preliminary
prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are
not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 7, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated May 24, 2021)
$
WISCONSIN
ELECTRIC POWER COMPANY
%
Debentures due , 20
Wisconsin Electric
Power Company is offering $ aggregate principal amount of its %
debentures due , 20 (the “Debentures”). We will pay interest on the Debentures
semi-annually in arrears on and of each year, beginning on , 2024.
The Debentures will be issued only in denominations of $1,000 and multiples of $1,000. We may, at our option, redeem some or all of
the Debentures at any time prior to maturity at the redemption prices discussed under the caption “Certain Terms of the
Debentures — Redemption at Our Option.”
The Debentures will be unsecured and
will rank equally with all of our other unsecured and unsubordinated debt and other obligations from time to time outstanding.
Investing in the Debentures involves
certain risks. See “Risk Factors” on page S-3 of this prospectus supplement.
We do not intend to apply
for listing of the Debentures on any securities exchange or automated quotation system.
Neither the Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| |
Per Debenture | |
Total |
| Public Offering Price(1) | |
| % |
$ |
| Underwriting Discount | |
| % |
$ |
| Proceeds to Wisconsin Electric (before expenses) | |
| % |
$ |
(1)
Plus accrued interest from May , 2024, if settlement occurs after that date.
The underwriters expect to deliver the
Debentures in book-entry form only through The Depository Trust Company on or about May , 2024.
Joint Book-Running Managers
| BofA Securities |
BMO Capital Markets |
TD Securities |
Co-Manager
Siebert Williams Shank
May , 2024
You should rely only on the information
contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any written communication from us
or the underwriters specifying the final terms of the offering. We have not authorized anyone to provide you with different information.
We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer is not permitted. You
should assume that the information contained in this prospectus supplement, the accompanying prospectus or the documents incorporated
by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates.
TABLE OF CONTENTS
SUMMARY
In this prospectus supplement, unless
the context requires otherwise, “Wisconsin Electric,” “we,” “us” and “our” refer to Wisconsin
Electric Power Company, a Wisconsin corporation, and not to the underwriters.
The information below is only a summary
of more detailed information included elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus.
This summary may not contain all of the information that is important to you or that you should consider before buying securities in this
offering. Please read this entire prospectus supplement and the accompanying prospectus, as well as the information incorporated by reference,
carefully.
Wisconsin Electric Power Company
Wisconsin Electric Power Company, a
subsidiary of WEC Energy Group, Inc. (“WEC Energy Group”), was incorporated in the State of Wisconsin in 1896.
We conduct our business primarily through
our utility segment and derive revenues primarily from the distribution and sale of electricity and natural gas to retail customers in
Wisconsin. As of March 31, 2024, we served approximately 1.2 million electric customers and approximately 500,000 natural gas customers
in Wisconsin and approximately 400 steam customers in metropolitan Milwaukee, Wisconsin. We have combined common functions with Wisconsin
Gas LLC, another subsidiary of WEC Energy Group, and operate under the trade name “We Energies.”
For a further description of our business
and our corporate strategy, see our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the other documents
incorporated by reference.
Our principal executive offices are
located at 231 West Michigan Street, Milwaukee, Wisconsin 53201. Our telephone number is (414) 221-2345.
The Offering
| Issuer |
Wisconsin Electric Power Company. |
| Securities Offered |
$ of % Debentures due , 20 . |
| Interest |
The Debentures will accrue interest at a rate of % per year from May , 2024 until maturity or earlier redemption, as the case may be. |
| Interest Payment Dates |
and , beginning , 2024. |
| Optional Redemption |
Prior
to ,
20 (the date that is month(s) prior to the maturity date), we may redeem the Debentures at our option, in whole or in part,
at any time and from time to time, at a “make-whole” redemption price determined as described under “Certain Terms
of the Debentures — Redemption at Our Option.” On or after , 20 , we may redeem the Debentures,
in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the
Debentures being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date. We are not required
to establish a sinking fund to retire the Debentures prior to maturity. |
| Ranking |
The Debentures are unsecured and unsubordinated and will rank equally with all our other unsecured and unsubordinated indebtedness and other obligations from time to time outstanding. See “Description of Debt Securities — Ranking of Debt Securities” in the accompanying prospectus. |
| Covenants |
The indenture governing the Debentures contains a covenant, which will apply to the Debentures, that will limit our ability to create liens on our assets. This covenant is subject to a number of important qualifications and limitations. See “Description of Debt Securities — Limitations on Liens” in the accompanying prospectus and “Certain Terms of the Debentures — Covenants.” |
| Use of Proceeds |
We will use the estimated $ million in net proceeds from this offering to repay short-term debt and for other general corporate purposes. See “Use of Proceeds.” |
| Conflicts of Interest |
Certain of the underwriters or their affiliates may hold a portion of the short-term debt that we may repay using all or a portion of the net proceeds of the Debentures, which could result in one or more of the underwriters or their affiliates receiving 5% or more of the net proceeds of this offering. See “Underwriting (Conflicts of Interest) — Conflicts of Interest” in this prospectus supplement. |
| Trustee |
The trustee under the indenture (the “Trustee”) is U.S. Bank Trust Company, National Association. |
RISK FACTORS
Investing in the Debentures involves
risk. Please see the risk factors under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. Before
making an investment decision, you should carefully consider these risks as well as other information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
We have included or may include statements
in this prospectus supplement and the accompanying prospectus (including documents incorporated by reference) that constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Any statements that express, or involve discussions as
to, expectations, beliefs, plans, objectives, goals, strategies, assumptions or future events or performance may be forward-looking statements.
Also, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology
such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,”
“goals,” “guidance,” “intends,” “may,” “objectives,” “plans,”
“possible,” “potential,” “projects,” “seeks,” “should,” “targets,”
“will” or similar terms or variations of these terms.
We caution you that any forward-looking
statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause
our actual results, performance or achievements to differ materially from the future results, performance or achievements we have anticipated
in the forward-looking statements.
In addition to the assumptions and other
factors referred to specifically in connection with those statements, factors that could cause our actual results, performance or achievements
to differ materially from those contemplated in the forward-looking statements include factors we have described under the captions “Cautionary
Statement Regarding Forward-Looking Information” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and under the caption “Factors Affecting Results, Liquidity, and Capital Resources” in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2023, or under similar captions in the other documents we have incorporated by reference. Any forward-looking
statement speaks only as of the date on which that statement is made, and, except as required by applicable law, we do not undertake any
obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date
on which that statement is made.
USE OF PROCEEDS
We estimate the net proceeds to us from
the offering to be approximately $ million, after deducting underwriting discounts and other offering expenses payable by us. We intend
to use the net proceeds from this offering to repay short-term debt and for other general corporate purposes. At April 30, 2024,
our outstanding short-term debt of $237.5 million had a weighted average interest rate of 5.47% and an average life of less than 30 days.
Pending disposition, we may temporarily
invest the net proceeds of the offering not required immediately for the intended purposes in U.S. governmental securities and other high
quality U.S. securities.
CAPITALIZATION
The table below shows our consolidated capitalization structure
on an actual basis.
| | |
As of March 31,
2024 | |
| | |
Actual
Amount (unaudited) | | |
Percentage | |
| | |
(Dollars in Millions) | | |
(Rounded to Tenths) | |
| Short-term debt | |
$ | 276.9 | | |
| 2.4 | % |
| Long-term debt(1)(2) | |
$ | 3,355.1 | | |
| 28.9 | % |
| Finance lease obligations (1)(3) | |
$ | 2,817.6 | | |
| 24.3 | % |
| Preferred stock | |
$ | 30.4 | | |
| 0.3 | % |
| Common equity | |
$ | 5,127.5 | | |
| 44.1 | % |
| Total | |
$ | 11,607.5 | | |
| 100.0 | % |
| (1) | Includes current maturities. |
| (2) | Includes $97.0 million aggregate
principal amount of WEPCO Environmental Trust Bonds, Series 2021, issued by WEPCo Environmental Trust Finance I, LLC, a special
purpose entity wholly owned by Wisconsin Electric. Wisconsin Electric is not an obligor or guarantor of the Environmental Trust Bonds. |
| (3) | Treated as operating leases for rate-making purposes. |
CERTAIN TERMS OF THE DEBENTURES
The following description of the particular
terms of the Debentures supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions
of the Debentures set forth in the accompanying prospectus under “Description of Debt Securities.”
We will issue the Debentures under the
indenture, dated as of December 1, 1995, between Wisconsin Electric and U.S. Bank Trust Company, National Association (as successor
to Firstar Trust Company), as Trustee. The Debentures will be our direct unsecured general obligations. As of March 31, 2024, the
aggregate principal amount of debt securities outstanding under the indenture was approximately $3.3 billion.
General
The Debentures will be unsecured and
unsubordinated and will rank equally with all of our other unsecured and unsubordinated indebtedness and other obligations from time to
time outstanding. As of March 31, 2024, we had approximately $3.6 billion aggregate principal amount of unsecured long-term debt
securities and commercial paper outstanding (excluding approximately $2.8 billion of obligations under finance leases).
Interest on the Debentures will accrue
at the rate of % per year. Interest will accrue from May , 2024, or
from the most recent interest payment date to which interest has been paid or provided for. Interest will be payable semi-annually in
arrears to holders of record at the close of business on the or immediately
preceding the interest payment date. Interest payment dates will be and of
each year beginning on , 2024. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. The Debentures will mature on , 20 .
If the maturity date or any interest
payment date or redemption date falls on a day that is not a business day, the payment due on the maturity date or such interest payment
date or redemption date, as applicable, will be made on the next succeeding business day without any interest or other payment in respect
of any such delay.
The Debentures will be issued only in registered
form in denominations of $1,000 and multiples thereof.
Redemption at Our Option
Prior to ,
20 (the date that is month(s) prior to the maturity date, which
is referred to in this prospectus supplement as the “Par Call Date”), we may redeem the Debentures at our option, in whole
or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three
decimal places) equal to the greater of:
| · | (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date (assuming the Debentures matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus basis points less (b) interest accrued to, but not including, the date of redemption;
and |
| · | (2) 100% of the principal amount of the Debentures to be redeemed, |
plus, in either case, accrued and unpaid interest thereon
to, but not including, the redemption date.
On or after the Par Call Date, we may
redeem the Debentures, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Debentures being redeemed plus accrued and unpaid interest thereon to, but not including, the redemption date.
“Treasury Rate” means, with
respect to any redemption date, the yield determined by us in accordance with the following two paragraphs.
The Treasury Rate shall
be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted each business
day by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the
yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the
Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor
designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, we shall select, as applicable: (1) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields—one
yield corresponding to the Treasury constant maturity on H.15 immediately
shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life—and
shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining
Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months
or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third business day preceding
the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on the rate per annum equal to the semiannual
equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United
States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States
Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally
distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call
Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United
States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the
preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasury security
that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00
a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity
of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage
of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Our actions and determinations in determining
the redemption price shall be conclusive and binding for all purposes, absent manifest error.
We will send notice at least 10 days,
but not more than 60 days, before the redemption date to each holder of Debentures to be redeemed.
Unless we default in payment of the redemption
price, on and after the redemption date interest will cease to accrue on the Debentures or portions of the Debentures called for redemption.
Except in the case of a conditional redemption,
as discussed below, once notice of redemption is given, the Debentures called for redemption become due and payable on the redemption
date at the redemption price stated in the notice.
A notice of redemption may be conditional
and provide that it is subject to the occurrence of any event described in the notice before the date fixed for the redemption. A notice
of conditional redemption will be of no effect unless all conditions to the redemption have occurred before the redemption date or have
been waived by us.
The Debentures have no sinking fund provisions.
Covenants
The indenture provides
that, so long as any of the debentures issued under the indenture remain outstanding, we will not, and we will not permit any
subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest or other lien on any of our
properties or assets now owned or later acquired to secure any indebtedness, without making effective provision so that the
debentures will be equally and ratably secured. This covenant is subject to termination upon defeasance and to certain other
significant exceptions described under “Description of Debt Securities — Limitations on Liens” in the accompanying
prospectus, including the possible issuance of first mortgage bonds in the future. In addition, any liens created in connection with
(i) the sale by Wisconsin Electric of “environmental control property” (as defined in
Section 196.027(1)(h) of the Wisconsin Statutes) to a subsidiary of Wisconsin Electric and the related issuance by such
subsidiary of “environmental trust bonds” (as defined in Section 196.027 of the Wisconsin Statutes) or
(ii) any sale of similar assets and the related issuance of other similar securities pursuant to legislation adopted by the
State of Wisconsin, shall also be exempt from the limitations on liens in Section 4.07 of the indenture. Future series of
securities issued under the indenture may or may not have different covenants.
As of the date of this prospectus supplement,
we had no outstanding first mortgage bonds or other secured debt outstanding. The indenture does not limit the amount of debt securities
we can issue under it and does not limit our ability to issue first mortgage bonds in the future or to enter into sale and leaseback transactions.
As of March 31, 2024, we estimate that we would be permitted to issue up to approximately $9.5 billion of first mortgage bonds under
the existing terms of the first mortgage bond indenture. As there are no bonds presently outstanding under the first mortgage bond indenture,
there are no consents required or other restrictions on our ability to amend the first mortgage bond indenture for any purpose, including
to permit the issuance of a greater amount of first mortgage bonds than would be permitted under the existing terms of the first mortgage
bond indenture.
Other
The Debentures will be subject to defeasance
under the conditions described in the accompanying prospectus.
We may from time to time, without notice
to, or the consent of, the holders of the Debentures, create and issue further debentures of the same series, equal in rank to the Debentures
in all respects (or in all respects except for the public offering price, the payment of interest accruing prior to the issue date of
the new debentures or, if applicable, the first payment of interest following the issue date of the new debentures) so that the new debentures
may be consolidated and form a single series with the Debentures and have the same terms as to status, redemption or otherwise as the
Debentures. In the event that we issue additional debentures of the same series, we will prepare a new offering memorandum or prospectus.
The indenture and the Debentures will
be governed by the laws of the State of Wisconsin, unless federal law governs.
Book-Entry Only Issuance—The Depository Trust Company
The Depository Trust Company (“DTC”),
New York, NY, will act as the securities depository for the Debentures. The Debentures will be issued only as fully-registered securities
registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized
representative of DTC. We will issue one or more fully-registered global Debenture certificates, representing in the aggregate the total
principal amount of the Debentures, and will deposit each such certificate with the Trustee on behalf of DTC.
DTC, the world’s
largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking
organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing
corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC holds and provides asset servicing for over 3.5 million
issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues and money market instruments from over 100 countries
that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement
among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized
book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income
Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly (“Indirect Participants”). The DTC Rules applicable to its Participants are on file with the
SEC. More information about DTC can be found at www.dtcc.com. The contents of such website do not constitute part of this
prospectus supplement or the accompanying prospectus.
Purchases of the
Debentures under the DTC system must be made by or through Direct Participants, which will receive a credit for the Debentures on
DTC’s records. The ownership interest of each actual purchaser of each Debenture (“Beneficial Owner”) is in turn
to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from
DTC of their purchases. Beneficial Owners, however, are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the
Beneficial Owners purchased Debentures. Transfers of ownership interests in the Debentures are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in the Debentures, except in the event that use of the book-entry system for the Debentures
is discontinued.
To facilitate subsequent transfers, all
Debentures deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co.,
or such other name as may be requested by an authorized representative of DTC. The deposit of the Debentures with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Debentures. DTC’s records reflect only the identity of the Direct Participants to whose accounts
such Debentures are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible
for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications
by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to
Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time.
Redemption notices will be sent to DTC.
If less than all the Debentures are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct
Participant in such Debentures to be redeemed.
Neither DTC nor
Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Debentures unless authorized by a Direct
Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct
Participants to whose accounts the Debentures are credited on the record date (identified in a listing attached to the Omnibus
Proxy).
Payments on the
Debentures will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us or the Trustee on the relevant payment date in accordance with their respective holdings shown on DTC’s
records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the account of customers registered in “street name,” and will be the responsibility of
such Participant and not of DTC or Wisconsin Electric, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is
the responsibility of Wisconsin Electric, disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.
Except as provided herein, a Beneficial
Owner of a global Debenture will not be entitled to receive physical delivery of a Debenture. Accordingly, each Beneficial Owner must
rely on the procedures of DTC to exercise any rights under the Debentures. The laws of some jurisdictions require that certain purchasers
of securities take physical delivery of securities in definitive form. Such laws may impair the ability to transfer beneficial interests
in a global Debenture.
DTC may discontinue
providing its services as securities depository with respect to the Debentures at any time by giving reasonable notice to us. Under
such circumstances, in the event that a successor securities depository is not obtained, Debenture certificates will be required to
be printed and delivered to the holders of record. Additionally, we may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository) with respect to the Debentures. We understand, however, that under
current industry practices, DTC would notify its Direct and Indirect Participants of our decision, but will only withdraw beneficial
interests from a global Debenture at the request of each Direct or Indirect Participant. In that event, certificates for the
Debentures will be printed and delivered to the applicable Direct or Indirect Participant.
The information in this section concerning
DTC and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but neither we nor any underwriter
takes any responsibility for the accuracy thereof. Neither we nor any underwriter has any responsibility for the performance by DTC or
its Direct or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing
their respective operations.
UNDERWRITING (CONFLICTS OF INTEREST)
Subject to the terms and conditions contained
in an underwriting agreement dated the date of this prospectus supplement, the underwriters named below, for whom BofA Securities, Inc.,
BMO Capital Markets Corp., and TD Securities (USA) LLC are acting as representatives, have severally agreed to purchase, and we have agreed
to sell to them, severally, the principal amount of Debentures indicated in the following table:
| Underwriter | |
Principal Amount of Debentures |
| BofA Securities, Inc. | |
$ |
| BMO Capital Markets Corp. | |
|
| TD Securities (USA) LLC | |
|
| Siebert Williams Shank & Co., LLC | |
|
| Total | |
$ |
The underwriters are offering the Debentures
subject to their acceptance of the Debentures from us and subject to prior sale. The underwriting agreement provides that the obligations
of the several underwriters to pay for and accept delivery of the Debentures offered by this prospectus supplement are subject to the
approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for
all of the Debentures offered by this prospectus supplement if any are taken.
Debentures sold by the underwriters to
the public will initially be offered at the initial public offering price set forth on the cover page of this prospectus supplement.
Any Debentures sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price of up to %
of the principal amount of the Debentures. Any such securities dealers may resell any Debentures purchased from the underwriters to certain
other brokers or dealers at a discount from the initial public offering price of up to % of the principal
amount of the Debentures. After the initial public offering of the Debentures, the offering price and other selling terms may from time
to time be varied by the representatives. The offering of the Debentures by the underwriters is subject to receipt and acceptance and
subject to the underwriters’ right to reject any order in whole or in part.
The following table shows the underwriting
discount that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of
the Debentures).
| | |
Paid by
Wisconsin Electric | |
| Per Debenture | |
| | % |
In order to facilitate the offering of
the Debentures, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Debentures.
Specifically, the underwriters may over-allot in connection with the offering, creating a short position in the Debentures for their own
account. In addition, to cover over-allotments or to stabilize the price of the Debentures, the underwriters may bid for, and purchase,
Debentures on the open market. Short sales involve the sale by the underwriters of a greater number of Debentures than they are required
to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding
a decline in the market price of the Debentures while the offering is in progress. Finally, the underwriters may reclaim selling concessions
allowed to an underwriter or a dealer for distributing the Debentures in the offering, if the underwriters repurchase previously distributed
Debentures in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may
stabilize or maintain the market price of the Debentures above independent market levels. The underwriters are not required to engage
in these activities and may end any of these activities at any time. These transactions may be effected in the over-the- counter market
or otherwise.
The underwriters also may impose a penalty
bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because
the representatives have repurchased Debentures sold by or for the account of such underwriter in stabilizing or short covering transactions.
The Debentures are a new issue of debt
securities with no established trading market. We have been advised by the underwriters that they intend to make a market in the Debentures,
but they are not obligated to do so and may discontinue market making at any time without notice. We cannot assure you as to the liquidity
of the trading market for the Debentures.
We estimate that our total expenses for
this offering, not including the underwriting discount, will be approximately $900,000.
We expect to deliver
the Debentures against payment for the Debentures on or about the date specified in the last paragraph on the cover page of
this prospectus supplement, which will be the business day following the date of the pricing of the
Debentures (this settlement cycle being referred to as “T+ ”). Under Rule 15c6-1 under the Exchange Act, trades in
the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade Debentures on the date of pricing or the
next succeeding business day(s) will be required, by virtue of the fact that the Debentures
initially will settle in T+ , to specify alternate settlement arrangements to prevent a failed settlement. Purchasers of the
Debentures who wish to trade the Debentures on the date of pricing or the next succeeding business
day(s) should consult their own advisors.
The underwriters and their respective
affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and
investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. In the
ordinary course of their respective businesses, certain of the underwriters and their affiliates have provided, currently provide and
may in the future provide, investment banking, commercial banking, advisory and other services for us and our affiliates, for which they
received and will receive customary fees and expenses. Affiliates of each of the book-running managers are lenders under our existing
$500 million revolving credit facility.
In the ordinary course
of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of
investments, including serving as counterparties to certain derivative hedging arrangements, and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the
accounts of their customers. Such investment and securities activities may involve securities and instruments of Wisconsin Electric
and its affiliates. Certain of the underwriters or their respective affiliates that have a lending relationship with us routinely
hedge, and certain other of those underwriters or their respective affiliates may hedge, their credit exposure to us consistent with
their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering
into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities,
including potentially the Debentures offered hereby. Any such credit default swaps or short positions could adversely affect future
trading prices of the Debentures offered hereby. The underwriters and their affiliates may also make investment recommendations
and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or
recommend to clients that they acquire, long and/or short positions in such securities and instruments.
We have agreed to indemnify the several
underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriters
may be required to make because of any of those liabilities.
Northern Trust Securities, Inc.,
a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and subsidiary of Northern Trust Corporation,
is being paid a referral fee by Siebert Williams Shank & Co., LLC. An affiliate of Northern Trust Securities, Inc. acts
as the trustee and custodian of WEC Energy Group’s pension and other post-retirement benefit plan trusts.
Conflicts of Interest
Certain of the underwriters or their
affiliates may hold a portion of the short-term debt that we intend to repay using all or a portion of the net proceeds of the Debentures.
In such event, it is possible that one or more of the underwriters or their affiliates could receive at least 5% of the net proceeds of
the offering, and in that case such underwriter would be deemed to have a conflict of interest under FINRA Rule 5121 (Public Offerings
of Securities with Conflicts of Interest). In the event of any such conflict of interest, such underwriter would be required to conduct
the distribution of the Debentures in accordance with FINRA Rule 5121. If FINRA Rule 5121 is applicable, such underwriter would
not be permitted to confirm a sale to an account over which it exercises discretionary authority without first receiving specific written
approval from the account holder.
LEGAL MATTERS
Various legal matters in connection with
the Debentures will be passed upon (a) for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia, and (b) for the underwriters
by Hunton Andrews Kurth LLP, New York, New York. Joshua M. Erickson, Vice President and Deputy General Counsel, WEC Business Services
LLC, will pass upon the validity of the Debentures, as well as certain other legal matters, on our behalf. Mr. Erickson is the beneficial
owner of less than 0.01% of WEC Energy Group’s common stock.
EXPERTS
The consolidated financial statements,
and the related financial statement schedule, as of December 31, 2023 and 2022, and for each of the three years in the period ended
December 31, 2023, incorporated by reference in this prospectus supplement and the accompanying prospectus by reference to our Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report. Such consolidated financial statements and financial statement schedule
are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
DOCUMENTS INCORPORATED BY REFERENCE
We file annual,
quarterly and current reports, information statements and other information with the SEC. Our SEC filings (File No. 001-01245)
are available to the public over the Internet at the SEC’s website at http://www.sec.gov as well as on WEC Energy
Group’s website, www.wecenergygroup.com. The information contained on, or accessible from, WEC Energy Group’s
website is not a part of, and is not incorporated in, this prospectus supplement or the accompanying prospectus.
The SEC allows us to “incorporate
by reference” into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means
we can disclose important information to you by referring you to those documents. Please refer to “Where You Can Find More Information”
in the accompanying prospectus. Any information referenced this way is considered to be part of this prospectus supplement and the accompanying
prospectus, and any information that we file later with the SEC will automatically update and supersede this information. At the date
of this prospectus supplement, we incorporate by reference the following documents that we have filed with the SEC, and any future filings
that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until we complete our sale of the securities
to the public:
Information furnished under Items 2.02
or 7.01 of any Current Report on Form 8-K will not be incorporated by reference into this prospectus supplement or the accompanying
prospectus unless specifically stated otherwise. We will provide, at no cost, to each person, including any beneficial owner, to whom
this prospectus supplement and the accompanying prospectus are delivered, a copy of any or all of the information that has been incorporated
by reference into, but not delivered with, this prospectus supplement and the accompanying prospectus, upon written or oral request to
us at:
Wisconsin Electric Power Company
231 West Michigan Street
P. O. Box 2046
Milwaukee, Wisconsin 53201
Attn: Ms. Margaret C. Kelsey, Executive Vice President,
General Counsel and Corporate Secretary
Telephone: (414) 221-2345
PROSPECTUS
$1,500,000,000
WISCONSIN ELECTRIC POWER COMPANY
Debt Securities
Wisconsin Electric Power Company may issue and
sell debt securities to the public. We urge you to read this prospectus and the applicable prospectus supplement carefully before you
make your investment decision.
This prospectus describes some of the general terms
that may apply to these debt securities. The specific terms of any debt securities to be offered, and any other information relating to
a specific offering, will be set forth in a prospectus supplement that will describe the interest rates, payment dates, ranking, maturity
and other terms of any debt securities that we issue or sell.
We may offer and sell these debt securities to
or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. The supplements
to this prospectus will provide the specific terms of the plan of distribution. This prospectus may not be used to offer and sell securities
unless accompanied by a prospectus supplement.
See “Risk Factors” on page 1
of this prospectus and “Risk Factors” contained in any applicable prospectus supplement and documents incorporated by reference
for information on certain risks related to the purchase of the debt securities.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is May 24,
2021.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
In this prospectus, “we,” “us,”
“our” and “Wisconsin Electric” refer to Wisconsin Electric Power Company, unless the context indicates otherwise.
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (“SEC”) utilizing a “shelf” registration process. Under
this shelf process, we may offer to the public the debt securities described in this prospectus in one or more offerings.
This prospectus provides you with only a general
description of the debt securities we may offer. Each time we offer debt securities, we will provide a prospectus supplement to this prospectus
that will contain specific information about the particular debt securities and terms of that offering. In the prospectus supplement,
we will describe the interest rate, payment dates, ranking, maturity and other terms of any debt securities that we issue and sell.
The prospectus supplement will also describe the
proceeds and uses of proceeds from the debt securities, together with the names and compensation of the underwriters, if any, through
whom the debt securities are being issued and sold, and other important considerations for investors. The prospectus supplement may also
add to, update or change information contained in this prospectus.
If there is any inconsistency between the information
in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. Please carefully read
this prospectus and the applicable prospectus supplement, in addition to the information contained in the documents we refer you to under
the heading “WHERE YOU CAN FIND MORE INFORMATION.”
RISK FACTORS
Investing in the securities of Wisconsin Electric
involves risk. Please see the “Risk Factors” described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference in this prospectus. Before making an investment decision, you should
carefully consider these risks as well as other information contained or incorporated by reference in this prospectus.
FORWARD-LOOKING STATEMENTS AND CAUTIONARY FACTORS
We have included or may include statements in this
prospectus or in any prospectus supplement (including documents incorporated by reference) that constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements that express, or involve discussions
as to, expectations, beliefs, plans, objectives, goals, strategies, assumptions or future events or performance may be forward-looking
statements. Also, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking
terminology such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“forecasts,” “goals,” “guidance,” “intends,” “may,” “objectives,”
“plans,” “possible,” “potential,” “projects,” “seeks,” “should,”
“targets,” “will” or similar terms or variations of these terms.
We caution you that any forward-looking statements
are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to differ materially from the future results, performance or achievements we have anticipated in
the forward-looking statements.
In addition to the assumptions and other factors
referred to specifically in connection with those statements, factors that could cause our actual results, performance or achievements
to differ materially from those contemplated in the forward-looking statements include factors we have described under the captions “Cautionary
Statement Regarding Forward-Looking Information” and “Risk Factors” in our Annual Report on Form 10-K for the year
ended December 31, 2020, and under the caption “Factors Affecting Results, Liquidity, and Capital Resources” in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended December 31, 2020, or under similar captions in the other documents we have incorporated by reference. Any forward-looking
statement speaks only as of the date on which that statement is made, and, except as required by applicable law, we do not undertake any
obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date
on which that statement is made.
WISCONSIN ELECTRIC POWER COMPANY
Wisconsin Electric Power Company, a subsidiary
of WEC Energy Group, Inc. (“WEC Energy Group”), was incorporated in the State of Wisconsin in 1896. Our principal executive
offices are located at 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin, 53201, and our telephone number is (414) 221-2345.
We derive revenues primarily from the distribution
and sale of electricity and natural gas to retail customers in Wisconsin. We also have a steam utility that generates, distributes and
sells steam to customers in metropolitan Milwaukee, Wisconsin. We have combined common functions with Wisconsin Gas LLC, another subsidiary
of WEC Energy Group, and operate under the trade name “We Energies.” We conduct our business primarily through our utility
reportable segment.
Bostco LLC was our non-utility subsidiary that
was originally formed to develop and invest in real estate. In March 2017, we sold substantially all of the remaining assets of Bostco,
and, in October 2018, Bostco was dissolved.
USE OF PROCEEDS
Except as otherwise described in the applicable
prospectus supplement, we intend to use the net proceeds from the sale of our debt securities (a) to fund, or repay short-term debt
incurred to fund, our continuing construction program to provide services to new and existing utility customers in our service area and
to improve and modernize our facilities, (b) to repay and/or refinance debt, (c) for investments, and/or (d) for other
general corporate purposes. Pending disposition, we may temporarily invest any proceeds of the offering not required immediately for the
intended purposes in U.S. governmental securities and other high quality U.S. securities. We expect to borrow money or sell
securities from time to time, but we cannot predict the precise amounts or timing of doing so. For current information, please refer to
our current filings with the SEC. See “WHERE YOU CAN FIND MORE INFORMATION.”
DESCRIPTION OF DEBT SECURITIES
We will issue any new debt securities, which will
be our direct unsecured general obligations, in one or more series under the indenture between us and U.S. Bank National Association
(as successor to Firstar Trust Company), as trustee, dated as of December 1, 1995, and under a securities resolution, which
may be in the form of a resolution or a supplemental indenture, authorizing the particular series. At December 31, 2020, the aggregate
principal amount of debt securities outstanding under the indenture was approximately $2.79 billion. The ranking of a series of debt securities
with respect to all of our indebtedness will be established by the securities resolution creating the series.
We have summarized selected provisions of the indenture
and the debt securities that we may offer hereby. This summary is not complete and may not contain all of the information important to
you. Copies of the indenture and a form of securities resolution are filed, or incorporated by reference, as exhibits to the registration
statement of which this prospectus is a part or other filings incorporated by reference in this prospectus. The securities resolution
for each series of debt securities issued and outstanding also has been or will be filed, or incorporated by reference, as an exhibit
to the registration statement or other filings incorporated by reference in this prospectus. You should read the indenture and the applicable
securities resolution for other provisions that may be important to you. In the summary below, we have included references to section
numbers in the indenture so that you can easily find those provisions. The particular terms of any debt securities we offer will be described
in the related prospectus supplement, along with any applicable modifications of or additions to the general terms of the debt securities
described below and in the indenture. For a description of the terms of any series of debt securities, you should also review both the
prospectus supplement relating to that series and the description of the debt securities set forth in this prospectus before making an
investment decision.
General
The indenture does not significantly limit our
operations. In particular, it does not:
| · | limit the amount of debt securities that we can issue under the indenture; |
| · | limit the number of series of debt securities that we can issue from time to time; |
| · | restrict the total amount of debt that we or our subsidiaries may incur; or |
| · | contain any covenant or other provision that is specifically intended to afford any holder of the debt securities protection in the
event of highly leveraged transactions or any decline in our ratings or credit quality. |
Although the indenture permits the issuance of
debt securities in other forms or currencies, the debt securities covered by this prospectus will only be denominated in U.S. dollars
in registered form without coupons, unless otherwise indicated in the applicable prospectus supplement.
Most of our fixed properties and franchises are
subject to the lien of the Mortgage and Deed of Trust dated October 28, 1938, between us and U.S. Bank National Association
(as successor to First Wisconsin Trust Company), as trustee, which we refer to in this prospectus as the first mortgage bond indenture,
under which we may issue first mortgage bonds. See “Certain Covenants” below for additional information.
Unless we say otherwise in the applicable prospectus
supplement, we may redeem the debt securities for cash.
Terms
A prospectus supplement and a securities resolution
relating to the offering of any new series of debt securities will include specific terms relating to the offering. The terms will include
some or all of the following:
| · | the designation, aggregate principal amount, currency or composite currency and denominations of the debt securities; |
| · | the price at which the debt securities will be issued and, if an index, formula or other method is used, the method for determining
amounts of principal or interest; |
| · | the maturity date and other dates, if any, on which the principal of the debt securities will be payable; |
| · | the interest rate or rates, if any, or method of calculating the interest rate or rates, which the debt securities will bear; |
| · | the date or dates from which interest will accrue and on which interest will be payable and the record dates for the payment of interest; |
| · | the manner of paying principal and interest on the debt securities; |
| · | the place or places where principal and interest will be payable; |
| · | the terms of any mandatory or optional redemption of the debt securities by us, including any sinking fund; |
| · | the terms of any redemption of debt securities at the option of holders; |
| · | any tax indemnity provisions; |
| · | if payments of principal or interest may be made in a currency other than U.S. dollars, the manner for determining those payments; |
| · | the portion of principal payable upon acceleration of any discounted debt security (as described below); |
| · | whether and upon what terms debt securities may be defeased (which means that we would be discharged from our obligations by depositing
sufficient cash or government securities to pay the principal, interest, any premiums and other sums due to the stated maturity date or
a redemption date of the debt securities of the series); |
| · | whether the covenant referred to below under “Limitations on Liens” applies and whether any events of default or covenants
in addition to or instead of those set forth in the indenture apply; |
| · | provisions for electronic issuance of debt securities or for debt securities in uncertificated form; |
| · | the ranking of the debt securities, including the relative degree, if any, to which the debt securities of a series are subordinated
to one or more other series of debt securities in right of payment, whether outstanding or not; and |
| · | any other terms not inconsistent with the provisions of the indenture, including any covenants or other terms that may be required
or advisable under United States or other applicable laws or regulations or advisable in connection with the marketing of the debt securities.
(Section 2.01) |
We may issue debt securities of any series as registered
debt securities, bearer debt securities or uncertificated debt securities. (Section 2.01) We may issue the debt securities of any
series in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified
in the prospectus supplement relating to the series. We may issue global securities in registered, bearer or uncertificated form and in
either temporary or permanent form. Unless and until it is exchanged in whole or in part for securities in definitive form, a global security
may not be transferred except as a whole by the depositary to a nominee or a successor depositary. (Section 2.12) We will describe
in the prospectus supplement relating to any series the specific terms of the depositary arrangement with respect to that series.
Unless otherwise indicated in the applicable prospectus
supplement, we will issue registered debt securities in denominations of $1,000 and whole multiples of $1,000 and bearer debt securities
in denominations of $5,000 and whole multiples of $5,000. We will issue one or more global securities in a denomination or aggregate denominations
equal to the aggregate principal amount of outstanding debt securities of the series to be represented by that global security or securities.
(Section 2.12)
In connection with its original issuance, no bearer
debt security will be offered, sold or delivered to any location in the United States. We may deliver a bearer debt security in definitive
form in connection with its original issuance only if a certificate, in a form we specify to comply with United States laws and regulations,
is presented to us. (Section 2.04)
A holder of debt securities registered with our
registrar may request registration of a transfer upon surrender of the debt security being transferred at any agency we maintain for that
purpose and upon fulfillment of all other requirements of the agent. (Sections 2.03 and 2.07)
We may issue debt securities under the indenture
as discounted debt securities to be offered and sold at a substantial discount from the principal amount of those debt securities. Special
U.S. federal income tax and other considerations applicable to discounted debt securities, if material, will be described in the
related prospectus supplement. A discounted debt security is a debt security where the amount of principal due upon acceleration is less
than the stated principal amount. (Sections 1.01 and 2.10)
Certain Covenants
The debt securities will not be secured by any
properties or assets and will represent our unsecured debt. The indenture does not limit the amount of unsecured debt that we can incur.
As indicated above, most of our fixed properties and franchises are subject to the lien of the first mortgage bond indenture, under which
we may issue first mortgage bonds.
As discussed below, the indenture includes limitations
on our ability to create liens. These limitations will apply if the securities resolution establishing the terms of a series so provides.
If applicable, the limitations are subject to a number of qualifications and exceptions. As of December 31, 2020, we had no first
mortgage bonds or other secured debt outstanding. The indenture does not limit the amount of debt securities we can issue under it and
does not limit our ability to issue first mortgage bonds in the future or to enter into sale and leaseback transactions. As of December 31,
2020, we estimate that we would be permitted to issue up to approximately $7.6 billion of first mortgage bonds under the existing
terms of the first mortgage bond indenture. As there are no bonds presently outstanding under the first mortgage bond indenture, there
are no consents required or other restrictions on our ability to amend the first mortgage bond indenture for any purpose, including to
permit the issuance of a greater amount of first mortgage bonds than would be permitted under the existing terms of the first mortgage
bond indenture.
The covenant regarding limitations on liens described
below will apply to a series of debt securities to the extent indicated in the related prospectus supplement. Any obligations under that
covenant are subject to termination upon defeasance. See “Legal Defeasance and Covenant Defeasance” below.
Also, as noted above, unless otherwise indicated
in a prospectus supplement, the indenture does not include a covenant which would afford holders of the debt securities protection in
the event of a highly leveraged or other transaction that may adversely affect them.
Limitations on Liens
The indenture provides that, so long as there remain
outstanding any debt securities of any series to which this limitation applies, and subject to termination as referred to above, we will
not, and will not permit any subsidiary to, create or suffer to be created or to exist any mortgage, pledge, security interest, or other
lien on any of our properties or assets now owned or later acquired to secure any indebtedness, without making effective provision so
that the debt securities of that series will be equally and ratably secured. The indenture defines the term “subsidiary” to
mean a corporation a majority of whose voting stock is owned by us or one of our subsidiaries. This restriction does not apply to or prevent
the creation or existence of:
| · | the existing mortgage that will secure any first mortgage bonds that we may issue in the future under the first mortgage bond indenture
or any supplemental indenture subjecting any property to the lien of the mortgage or confirming the lien of the mortgage upon any property,
whether owned before or acquired after the date of the indenture; |
| · | liens on property existing at the time of acquisition or construction of the property (or created within one year after completion
of the acquisition or construction), whether by purchase, merger, construction or otherwise (or on the property of a subsidiary at the
date it became a subsidiary), or to secure the payment of all or any part of the purchase price or construction cost thereof, including
the extension of those liens to repairs, renewals, replacements, substitutions, betterments, additions, extensions and improvements then
or later made on the property subject to the lien; |
| · | any extensions, renewals or replacements, or successive extensions, renewals or replacements, in whole or in part, of liens permitted
by either of the first two bullet points above; |
| · | the pledge of any bonds or other securities at any time issued under any of the liens permitted by any of the first three bullet points
above; or |
| · | permitted encumbrances. (Section 4.07) |
“Permitted encumbrances” means liens
of the types customarily permitted by indentures for utility debt securities, including, among other items:
| · | the pledge or assignment in the ordinary course of business of electricity, gas (either natural or artificial) or steam, accounts
receivable or customers’ installment paper; |
| · | taxes, assessments or governmental charges for the then current year and taxes, assessments or governmental charges not then delinquent, |
| · | liens for workers’ compensation awards and similar obligations not then delinquent, |
| · | mechanics’, laborers’, materialmen’s and similar liens not then delinquent, and |
| · | liens of these types, whether or not delinquent, whose validity is being contested in good faith by us or a subsidiary; |
| · | the lien of judgments covered by insurance, or upon appeal and covered, if necessary, by the filing of an appeal bond, or other judgment
liens not exceeding at any one time an aggregate of $1,000,000; |
| · | easements or reservations in respect of our property or property of a subsidiary for the purpose of roads, pipelines, utility transmission
and distribution lines or other rights-of-way and similar purposes; |
| · | zoning ordinances, regulations, reservations, restrictions, covenants, party wall agreements, conditions of record and other encumbrances,
other than to secure the payment of money, none of which, in the opinion of counsel, are such as to interfere with the proper operation
and development of the affected property for its intended use in our business or the business of our subsidiaries; |
| · | any defects of title and any terms, conditions, agreements, covenants, exceptions and reservations in deeds or other instruments under
which we or a subsidiary has acquired or may in the future acquire any property, none of which, in the opinion of counsel, materially
adversely affects the operation of our properties and those of our subsidiaries, taken as a whole; |
| · | rights reserved to or vested in others to take or receive any part of the electricity, gas (either natural or artificial), steam or
any by-products generated or produced by or from any of our properties or with respect to any other rights concerning electricity, gas
(either natural or artificial) or steam supply, transportation or storage which are in use in the ordinary course of the electricity,
gas (either natural or artificial) or steam business; |
| · | liens created or assumed by us or our subsidiaries in connection with the issuance of tax-exempt state and local bonds for purposes
of financing, in whole or in part, the acquisition or construction of property to be used by us or our subsidiaries, provided the liens
are limited to the property financed and the related real estate; |
| · | liens against our property or property of a subsidiary at the time a person consolidates with or merges into, or transfers all or
substantially all of its assets to, us or a subsidiary, provided that in the opinion of our board of directors or our management, as evidenced
by a certified board resolution or an officers’ certificate delivered to the trustee, the property acquired pursuant to the consolidation,
merger or asset transfer is adequate security for the lien; and |
| · | liens or encumbrances not otherwise permitted if, at the time of incurrence of and after giving effect to these liens or encumbrances,
the aggregate of all of our and our subsidiaries’ obligations secured thereby does not exceed 10% of tangible net worth. For this
purpose “tangible net worth” means common stockholders’ equity appearing on our most recent balance sheet, or consolidated
balance sheet including our subsidiaries if we have one or more consolidated subsidiaries, prepared in accordance with generally accepted
accounting principles less intangible assets, other than intangible assets recoverable through rates as prescribed by applicable regulatory
authorities. (Section 4.06) |
Further, this restriction will not apply to or
prevent the creation or existence of leases made, or existing on property acquired, in the ordinary course of business. (Section 4.07)
Other Covenants
Any other restrictive covenants which may apply
to a particular series of debt securities will be described in the related prospectus supplement.
Ranking of Debt Securities
Unless stated otherwise in a prospectus supplement,
the debt securities issued under the indenture will rank equally and ratably with our other unsecured and unsubordinated debt. The debt
securities will not be secured by any properties or assets and will represent our unsecured debt. As indicated above, most of our fixed
properties and franchises are subject to the lien of the first mortgage bond indenture, under which we may issue first mortgage bonds.
Successor Obligor
The indenture provides that, unless otherwise specified
in the securities resolution establishing a series of debt securities, we will not consolidate with or merge into, or transfer all or
substantially all of our assets to, another company, unless:
| · | that company is organized under the laws of the United States or a state thereof; |
| · | that company assumes by supplemental indenture all of our obligations under the indenture, the debt securities and any coupons; and |
| · | immediately after the transaction no default exists under the indenture. |
The successor will be substituted for us as if
it had been an original party to the indenture, securities resolutions and debt securities. Following substitution, the successor may
exercise our rights and powers under the indenture, the debt securities and any coupons, and all of our obligations under those documents
will terminate. (Section 5.01)
Exchange of Debt Securities
Registered debt securities may be exchanged for
an equal principal amount of registered debt securities of the same series and date of maturity in authorized denominations requested
by the holders upon surrender of the registered debt securities at an agency we maintain for that purpose and upon fulfillment of all
other requirements of the agent. (Section 2.07)
To the extent permitted by the terms of a series
of debt securities authorized to be issued in registered form and bearer form, bearer debt securities may be exchanged for an equal aggregate
principal amount of registered or bearer debt securities of the same series and date of maturity in authorized denominations upon surrender
of the bearer debt securities with all unpaid interest coupons, except as may otherwise be provided in the debt securities, at our agency
maintained for that purpose and upon fulfillment of all other requirements of the agent. (Section 2.07) As of the date of this prospectus,
we do not expect that the terms of any series of debt securities will permit registered debt securities to be exchanged for bearer debt
securities.
Defaults and Remedies
Unless the securities resolution establishing the
series provides for different events of default, in which event the prospectus supplement will describe the change, an event of default
with respect to a series of debt securities will occur if:
| · | we default in any payment of interest on any debt securities of that series when the payment becomes due and payable and the default
continues for a period of 60 days; |
| · | we default in the payment of the principal or premium, if any, of any debt securities of that series when those payments become due
and payable at maturity or upon redemption, acceleration or otherwise; |
| · | we default in the payment or satisfaction of any sinking fund obligation with respect to any debt securities of that series as required
by the securities resolution establishing that series and the default continues for a period of 60 days; |
| · | we default in the performance of any of our other agreements applicable to that series and the default continues for 90 days after
the notice specified below; |
| · | pursuant to or within the meaning of any bankruptcy law, we: |
| · | commence a voluntary case, |
| · | consent to the entry of an order for relief against us in an involuntary case, |
| · | consent to the appointment of a custodian for us or for all or substantially all of our property, or |
| · | make a general assignment for the benefit of our creditors; |
| · | a court of competent jurisdiction enters an order or decree under any bankruptcy law that remains unstayed and in effect for 60 days
and that: |
| · | is for relief against us in an involuntary case, |
| · | appoints a custodian for us or for all or substantially all of our property, or |
| · | orders us to liquidate; or |
| · | there occurs any other event of default provided for in that series. (Section 6.01) |
The term “bankruptcy law” means Title 11,
U.S. Code or any similar federal or state law for the relief of debtors. The term “custodian” means any receiver, trustee,
assignee, liquidator or a similar official under any bankruptcy law. (Section 6.01)
A default under the indenture means any event which
is, or after notice, passage of time, or both, would be, an event of default under the indenture. (Section 1.01) A default under
the fourth bullet point above is not an event of default until the trustee or the holders of at least 25% in principal amount of the series
notify us of the default and we do not cure the default within the time specified after receipt of the notice. (Section 6.01)
If an event of default occurs under the indenture
and is continuing with respect to a series, the trustee by notice to us, or the holders of at least 25% in principal amount of that series
by notice both to us and to the trustee, may declare the principal of and accrued interest on all the debt securities of that series to
be due and payable immediately. Discounted debt securities may provide that the amount of principal due upon acceleration is less than
the stated principal amount. (Section 6.02)
The holders of a majority in principal amount of
a series of debt securities, by notice to the trustee, may rescind an acceleration and its consequences if the rescission would not conflict
with any judgment or decree and if all existing events of default on that series have been cured or waived except nonpayment of principal
or interest that has become due solely because of the acceleration. (Section 6.02)
If an event of default occurs and is continuing
on a series, the trustee may pursue any available remedy to collect principal or interest then due on that series, to enforce the performance
of any provision applicable to that series or otherwise to protect the rights of the trustee and holders of that series. (Section 6.03)
The trustee may require indemnity satisfactory
to it before it performs any duty or exercises any right or power under the indenture or the debt securities which it reasonably believes
may expose it to any loss, liability or expense. (Section 7.01) With some limitations, holders of a majority in principal amount
of the debt securities of a series may direct the trustee in its exercise of any trust or power with respect to that series. (Section 6.05)
Except in the case of default in payment on a series, the trustee may withhold notice of any continuing default if it in good faith determines
that withholding the notice is in the interest of holders of the series. (Section 7.04) We are required to furnish to the trustee
annually a brief certificate as to our compliance with all conditions and covenants under the indenture. (Section 4.04)
The failure to redeem any debt securities subject
to a conditional redemption is not an event of default if any event on which the redemption is conditioned does not occur and is not waived
before the redemption date. (Section 6.01) Debt securities are subject to a conditional redemption if the notice of redemption relating
to the debt securities provides that it is subject to the occurrence of any event before the date fixed for the redemption in the notice.
(Section 3.04)
The indenture does not have a cross-default provision.
Thus, a default by us on any other debt, including a default on another series of debt securities issued under the indenture, would not
automatically constitute an event of default under the indenture. A securities resolution may provide for a cross-default provision. In
that case, the prospectus supplement will describe the terms of that provision.
Amendments and Waivers
As described below, the indenture and the debt
securities, or any coupons, of any series may be amended, and any default may be waived. Unless the securities resolution provides otherwise,
in which event the prospectus supplement will describe the revised provision, we and the trustee may amend the debt securities, the indenture
and any coupons with the written consent of the holders of a majority in principal amount of the debt securities of all series affected
voting as one class. (Section 9.02) Except as described in the next paragraph, a default on a series may be waived with the consent
of the holders of a majority in principal amount of the debt securities of the series. (Section 6.04)
However, without the consent of each debt security
holder affected, no amendment or waiver may:
| · | reduce the principal amount of debt securities whose holders must consent to an amendment or waiver; |
| · | reduce the interest on or change the time for payment of interest on any debt security; |
| · | change the fixed maturity of any debt security, subject to any right we may have retained in the securities resolution and described
in the prospectus supplement; |
| · | reduce the principal of any non-discounted debt security or reduce the amount of the principal of any discounted debt security that
would be due on its acceleration; |
| · | change the currency in which the principal or interest on a debt security is payable; |
| · | waive any default in payment of interest on or principal of a debt security or any default in respect of a provision that pursuant
to the indenture cannot be amended without the consent of each debt security holder affected; or |
| · | make any change in the sections of the indenture that require the consent of each debt security holder affected, except to increase
the amount of debt securities whose holders must consent to an amendment or waiver or to provide that other provisions of the indenture
cannot be amended or waived without the consent of each holder of debt securities affected by the amendment or waiver. (Sections 6.04
and 9.02) |
Without the consent of any debt security holder,
we may amend the indenture or the debt securities:
| · | to cure any ambiguity, omission, defect or inconsistency; |
| · | to provide for the assumption of our obligations to debt security holders by the surviving company in the event of a merger, consolidation
or transfer of all or substantially all of our assets requiring that assumption; |
| · | to provide that specific provisions of the indenture will not apply to a series of debt securities not previously issued; |
| · | to create a series of debt securities and establish its terms; |
| · | to provide for a separate trustee for one or more series of debt securities; or |
| · | to make any change that does not materially adversely affect the rights of any debt security holder. (Section 9.01) |
Legal Defeasance and Covenant Defeasance
Debt securities of a series may be defeased at
any time in accordance with their terms and as set forth in the indenture and described briefly below, unless the securities resolution
establishing the terms of the series otherwise provides. Any defeasance may terminate all of our obligations, with limited exceptions,
with respect to a series of debt securities and the indenture (“legal defeasance”), or it may terminate only our obligations
under any restrictive covenants which may be applicable to a particular series (“covenant defeasance”).
We may exercise our legal defeasance option even
though we have also exercised our covenant defeasance option. If we exercise our legal defeasance option, that series of debt securities
may not be accelerated because of an event of default. If we exercise our covenant defeasance option, that series of debt securities
may not be accelerated by reference to any restrictive covenants which may be applicable to that particular series. (Section 8.01)
To exercise either defeasance option as to a series
of debt securities, we must:
| · | irrevocably deposit in trust with the trustee or another trustee money or U.S. government obligations; |
| · | deliver to the trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the
payments of principal and interest when due on the deposited U.S. government obligations, without reinvestment, plus any deposited money
without investment, will provide cash at the times and in the amounts necessary to pay the principal and interest when due on all debt
securities of that series to maturity or redemption, as the case may be; and |
| · | comply with certain other conditions. In particular, we must obtain an opinion of tax counsel that the defeasance will not result
in recognition of any income, gain or loss to holders for federal income tax purposes. |
U.S. government obligations are direct obligations
of (a) the United States or (b) an agency or instrumentality of the United States, the payment of which is unconditionally guaranteed
by the United States, which, in either case (a) or (b), have the full faith and credit of the United States pledged for payment and
which are not callable at the issuer’s option. This term also includes certificates representing an ownership interest in those
obligations. (Section 8.02)
Regarding the Trustee
Unless otherwise indicated in a prospectus supplement,
U.S. Bank National Association (as successor to Firstar Trust Company) will act as trustee and registrar for debt securities
issued under the indenture, and the trustee will also act as transfer agent and paying agent with respect to the debt securities. (Section 2.03)
We may remove the trustee with or without cause if we notify the trustee six months in advance and if no default occurs or is continuing
during the six-month period. If the trustee resigns or is removed or if a vacancy exists in the office of trustee for any reason, the
indenture provides that we must promptly appoint a successor trustee. (Section 7.07) The trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for us or our affiliates, and may otherwise deal with us or our
affiliates, as if it were not the trustee. (Section 7.02) The trustee is also trustee under the first mortgage bond indenture and
provides services for us and some of our affiliates, including WEC Energy Group, as a depository of funds, registrar, member of bank groups
providing back-up credit facilities and term loans to us and our affiliates, trustee under other indentures and similar services.
Governing Law
The indenture and the debt securities will be governed
by and construed in accordance with the laws of the State of Wisconsin, except to the extent that the Trust Indenture Act of 1939
is applicable.
PLAN OF DISTRIBUTION
We may sell the debt securities covered by this
prospectus in any one or more of the following ways from time to time: (a) to or through underwriters or dealers; (b) directly
to one or more purchasers; (c) through agents; (d) through competitive bidding; or (e) any combination of the above. The
prospectus supplement will set forth the terms of the offering of the debt securities being offered thereby, including the name or names
of any underwriters, the purchase price of those debt securities and the proceeds to us from such sale, any underwriting discounts and
other items constituting underwriters’ compensation, any initial public offering price, any discounts or concessions allowed or
reallowed or paid to dealers and any securities exchange on which those debt securities may be listed. Only underwriters so named in the
applicable prospectus supplement are deemed to be underwriters in connection with the debt securities offered thereby.
If underwriters are used in the sale, the debt
securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions,
including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase those debt securities will be subject to certain conditions precedent, and the underwriters will be obligated
to purchase all the debt securities of the series offered by us and described in the applicable prospectus supplement if any of those
debt securities are purchased. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Debt securities may also be offered and sold, if
so indicated in the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment
pursuant to their terms, by one or more firms (“remarketing firms”) acting as principals for their own accounts or as agents
for us. Any remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described
in the prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with the debt securities remarketed thereby.
Debt securities may also be sold directly by us
or through agents designated by us from time to time. Any agent involved in the offering and sale of the debt securities in respect of
which this prospectus is delivered will be named, and any commissions payable by us to such agent will be set forth, in the prospectus
supplement. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.
If so indicated in the prospectus supplement, we
will authorize agents, underwriters or dealers to solicit offers by certain institutional investors to purchase debt securities providing
for payment and delivery on a future date specified in the prospectus supplement. There may be limitations on the minimum amount which
may be purchased by any such institutional investor or on the portion of the aggregate principal amount of the particular debt securities
which may be sold pursuant to such arrangements. Institutional investors to which such offers may be made, when authorized, include commercial
and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and such other institutions
as may be approved by us. The obligations of any such purchasers pursuant to such delayed delivery and payment arrangements will not be
subject to any conditions except (a) the purchase by an institution of the particular debt securities shall not at the time of delivery
be prohibited under the laws of any jurisdiction in the United States to which such institution is subject, and (b) if the particular
debt securities are being sold to underwriters, we shall have sold to such underwriters all of those debt securities other than the debt
securities covered by such arrangements. Underwriters will not have any responsibility in respect of the validity of such arrangements
or the performance by us or such institutional investors thereunder.
If any underwriter or any selling group member
intends to engage in stabilizing transactions, syndicate short covering transactions, penalty bids or any other transaction in connection
with the offering of debt securities that may stabilize, maintain or otherwise affect the price of those debt securities, such intention
and a description of such transactions will be described in the prospectus supplement.
Agents and underwriters may be entitled under agreements
entered into with us to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be required to make in respect thereof. Agents and underwriters
may engage in transactions with, or perform services for, us and our subsidiaries in the ordinary course of business.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus
supplement, Joshua M. Erickson, Director – Legal Services – Corporate and Finance, will pass upon the validity of the debt
securities, as well as certain other legal matters, on our behalf. Mr. Erickson is the beneficial owner of less than 0.01% of WEC
Energy Group’s common stock. Unless otherwise indicated in the applicable prospectus supplement, various legal matters in connection
with the debt securities will be passed upon for us by Troutman Pepper Hamilton Sanders LLP, Atlanta, Georgia. Unless otherwise indicated
in the applicable prospectus supplement, various legal matters in connection with the debt securities will be passed upon for any underwriters
by Hunton Andrews Kurth LLP, New York, New York.
EXPERTS
The consolidated financial statements, and the
related financial statement schedule, incorporated in this prospectus by reference from Wisconsin Electric Power Company’s Annual
Report on Form 10-K, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated
in their report, which is incorporated herein by reference. Such consolidated financial statements and financial statement schedule have
been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, as well as registration and information statements and other information, with the SEC under
File No. 001-01245. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov
as well as on WEC Energy Group’s website, www.wecenergygroup.com. Except for the documents filed with the SEC and incorporated
by reference into this prospectus, the information contained on, or accessible from, WEC Energy Group’s website is not a part of,
and is not incorporated in, this prospectus.
The SEC allows us to “incorporate by reference”
into this prospectus the information we file with it. This means that we can disclose important information to you by referring you to
those documents. The information we incorporate by reference is considered a part of this prospectus, and later information we file with
the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed:
No information furnished under Items 2.02
or 7.01 of any Current Report on Form 8-K will be incorporated by reference in this prospectus unless specifically stated otherwise.
We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the documents
incorporated by reference in this prospectus, at no cost, upon written or oral request at the following address:
| Wisconsin Electric Power Company |
| 231 West Michigan Street |
| P. O. Box 2046 |
| Milwaukee, Wisconsin 53201 |
| Attn: General Counsel and Corporate Secretary |
| Telephone: (414) 221-2345 |
You should rely only on the information provided
in or incorporated by reference (and not later changed) in this prospectus or any prospectus supplement. We have not authorized anyone
else to provide you with additional or different information. We are not making an offer of any securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date
other than the date on the front of those documents.
$
WISCONSIN
ELECTRIC POWER COMPANY
%
Debentures due , 20
PROSPECTUS SUPPLEMENT
May , 2024
Joint Book-Running Managers
| BofA Securities |
BMO Capital Markets |
TD Securities |
Co-Manager
Siebert Williams Shank
Wisconsin Electric Power (QB) (USOTC:WELPP)
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Wisconsin Electric Power (QB) (USOTC:WELPP)
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